STATE OF CALIFORNIA FleE OF THE ATTORNEY GENERA ,.d. •• [ S. . .,h., for instructions 1. ISTRY OF CHARITABLE TRUS P.O. BOX 903447 SACRAMENTO, CA 94203-4470 REGISTRATION FOR~1 Official name and mailing address of organization: Federal Employer Identification Number PI C\V\et Pt, c\ ( \"lC ' ~ ., 0 \~, ('0 "",/\ 01l.(,7 ~1Qo(. G.'H lIN .11,0"",... \0""", I , t>(t~I~ .... ,V,~ vvtA- () i 1-(.'1 I T t - PN!C .'~i re ~~~~, 3. Attach a statement fully describing the activities in which the organization expects to engage, including the standards, criteria, procedures or other means adopted or planned for carrying out the activities, the anticipated sources of revenue and the nature of contemplated expenditures. (A copy of the material submitted with the application for Federal or State tax exempt ion will normally provide this informat ion.) -rfthe R a'\c~..",{!. ...{ organization is based outside California, comment fully on theextent of activities in =II\' I California and how the California acti.vities relate to total actiVit.ies. In addition, . . , list all funds, property and other assets held or expected to be held in California. a 4. ~PlArpo~ i:. t\.chv;~C!> i",,(k.l,'Lr~;c.. 1.,,),1\ b~ \'-' A.S ;'" M~s<1.Ck"'SL-~! s""pp,r. ~lkc:tio~\,°1ul C.I~~~ ~(~""~>(~I Ip........... --.t~ c ..,... ~C!·.s "e.~ 0 • --.... • a) If assets (funds, property, etc.) have been received, enter the date first received .:s> Financial statements for past accounting periods maybe required. See instructions on reverse. .A,tt.e;\c.I.o\ ......e,i'\t ~ 2. b) If assets (funds, property, etc.) have not been received, enter the date when such receipts are expected - .)4-1-:1 10. Iq'l'& Fiscal year ending ______~~ ____ ~ 5. Annual accounting period adopted: 6. a) Corporations - Furnish a copy of the Articles of Incorporation. If incorporated outside California, ent~r the date the corporation qualified through the California Secretary of State's Office to conduct activities in California q I~ 19 ~ f\tl.C'\c:.k~1' "'t 3. b) Unincorporated Entities--Furnish a copy of the instrument creating the organization. or calendar year copy of the Federal Exemption Determination Letter. For Registry use only Registration No. CT \ \O~ :''2.. Date of Registration 9-2..~-'l8 Date CT-I (2-89) Telephone Number 2119801 Re..:J;..s.tt'V\.t~o., L, ne. G tor ..... 0<. SECRETARY OF STATE CERTIFICATE OF QUALIFICATION I, BILL JONES, Secretary of State of the State of California, hereby certify: That on the 2nd day of September 1998, PLANET AID, INC, a corporation organized and existing under the laws of Massachusetts, complied with the requirements of California law in effect on that date for the purpose of qualifying to transact intrastate business in the State of California, and that as of said date said corporation became and now is qualified and authorized to transact intrastate business in the State of California, subject however, to any licensing requirements otherwise imposed by the laws of this State. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of September 10, 1998. BILL JONES Secretary of State fJI' ,'1.\ 11,., 1 '11,1 qB 3ROll ~~-~~------------------------- STATE OF CALIFORNIA • FRANCHISE TAX BOARD PO BOX 1286 RANCHO CORDOVA CA 95741-1286 --- - - - - - - - - • In reply refer to 755:G :EMM September 2, 1998 PLANET AID INC 250 CANAL ST LAWRENCE MA 01840 Purpose Code Section Form of Organization Accounting Period Ending: CHARITABLE 23701d Corporation December 31 You are exempt from state franchise or income tax under the section of the Revenue and Taxation Code indicated above. This decision is based on information you submitted and assumes that your present operations continue unchanged or conform to those proposed in your application. Any change in operation, character, or purpose of the organization must be reported immediately to this office so that we may determine the effect on your exempt status. Any change of name or address also must be reported. In the event of a change in relevant statutory, administrative, judicial case law, a change in federal interpretation of federal law in cases where our opinion is based upon such an interpretation, or a change in the material facts or circumstances relating to your application upon which this opinion is based, this opinion may no longer be applicable. It is your responsibility to be aware of these changes should they occur. This paragraph constitutes written advice, other than a chief counsel ruling, within the meaning of Revenue and Taxation Code Section 21012 (a) (2). You may be required to file Form 199 (Exempt Organization Annual Information Return) on or before the 15th day of the 5th month (4 1/2 months) after the close of your accounting period. See annual instructions with forms for requirements. You are not required to file state franchise or income tax returns unless you have income subject to the unrelated business income tax under Section 23731 of the Code. In this event, you are required to file Form 109 (Exempt Organization Business Income Tax Return) by the • t • September 2, 1998 PLANET AID, INC. Page 2 15th day of the 5th month (4 1/2 months) after the close of your annual accounting period. If the organization is incorporating, this approval will expire unless incorporation is completed with the Secretary of State within 60 days. Exemption from federal income or other taxes and other state taxes requires separate applications. A copy of this letter has been sent to the Office of the Secretary of State and to the Registry of Charitable Trusts. E DIALA EXEMPT ORGANIZATION SECTION PROCESSING SERVICES BUREAU Telephone (916) 845-4186 EO : cc: ESTER K NELTRUP COpy '. TN~RNAL P. !2..tji <:,t. rc\t '''' '" m::VENUE SEFN1C {-e[ "'1 L. V\II. c;,. <. - D[f'AfHI10n A ttl·' C. ;... ...... l' '" t. .:tt I..( elF T HF T F!EA~;URY DISTRIC~ bIRECTOR P. 0 ... [10X 2508 C'[NCINNATI. OH Da t.e : 45201 OCT 3 1 1991 PLANET AID INC C/O ESTLR NELTRUP 66J MASSACHUSETTS AVE (IRLINGTON, MA 01267 [)e,~r Empluyer Identitication Number 04 ,- 334[317 1 DLI'I: 17053217019007 Contact Pet'son: D. A. DOWNING Contact Telephone Number: (513) 241-5199 Accounting Period Ending: December ,31 Foundation Status Classification: 509 (a) (1) Advance Ruling Period Begins: January 28, 1997 Advance Ruling Period Ends: December 31, 2001 Addendum Applies: No f-lpplicaI1l: 13ased on infol'mation you supplied, and assuming your opet'Ed,ions IfJill be as stated in your application for recognition of exemption, we have detel'mined you at'c exerllpL ft'olTI feder''::'l income tax under section 501 (a) of the Internal Rovenue Code as an organization described in section 501(c)(3). Because you are a newly created organization, we are not now making a final determination of your foundation status under section 509(a) of the Code. However, we have determined that you can reasonably expect to be a publicly suppot't.ed or'ganization desct'ibed in sections 509(a)(1) and 170(b)(1)(A)(vi). Accot'dingly, during an advance r'uling period you vllill be tt'eat.ed a~. (~ publicly supported organizat.ion, and not as a private foundation. This advance t'ulil1~ PUI iud oe9in5 and ends on the dates shown above. wit.hin 90 dayS'. aftet' the end of your advance ruling pet'iod, you rllust send U'3 the info rma t ion needed to de te rmi no whethe t' you have Ille t the t'equi r'ement.s of the applicable support test during the advance ruling period. It you establish that you have been a publicly supported organization, we will classify you as a section 509(a)(1) or 509(a)(2) organization as long as you continue t.O !lIoeL tho requirerllents of the applicable sUPPOt't test. If you do nut. meet thD public 3UppOt't requin,Hnents during the advance t'uling pet'iod, we i'Jill classify you as a private foundation for future periods. Also, if we classify you as a privat.e foundation. we will treat you as a private foundatioll from your beginning date for purposes of section S07(d) and 4940. Gt'<1nLot's and contributors may rely on our determination th",t, you Clt'e not a private foundation until 90 days after the end of your advance t'ulinu period. If you send us the required information within the 90 days. grant.ors and contributors may continue to rely on the advance determination llntil we make a final determination of your foundation status. If we publish a notice in the Internal Revenue Bulletin stating t,hat we Letter 1045 (DO/CG) r -2- PLANET AID INC will no 1.0nget Lreat you as ,:\ publicly suppoI'ted ot'ganiz<:'\tion, <'Jt',~\tlt.ur~s ,HId contributors may not rely on this determination after the date we publish the notice, In addition, if you lose your stat.us as a publicly 5uppot'toci ot'ganizatiol), and a grantor or contributor was responsible for, or was aware of, the ,:lCt. 01' failure to act, that I'esulted in yOUt' loss of such st.atus, lh<~d. porson may not. rely on this det.ermination from the dat.e of the act or failure to act. AL:~(), if a gr'antor or contributor learned that we had given notice t.hat you would be t'E'1Oloved fl'orn classification as a publicly sUPPol'ted 01'9;~11i7ation, then t.hat pel~_".on fIlay not t'l':dy (1) this -determination as of the date he 01' ~,ho ac:qtJirecl ~".uch knowledge. J f you change yoUt' sources of support, your PUI'poses, charact.er, 01' methorl of uper,d;ioll, please Jel us know so we can consider the effect of t.he change on YOUI' exempt ~-:,t.atus and foundation status. If you amend your ol'ganizational document 01' bylaws, please send us a copy of the amended document. 01' by1aw~,. Also, let us know all changes in your name or address. As of January 1, 1984, you are liable for social security taxes under the Federal I,15urance Contributions Act on amounts of $100 or more you pay to each of YOUI' employees dut'ing a calendat' year. You al'B not liable for' the tax irnp()~.;ed under the Federal Unemployment Tax Act (FUTA). Ot'g<:~nizations that al'o not private foundations are not subject t.o the pl"ivale foundation excise taxes under Chaptet' 42 of the Intet"nal Revenue Code. HowBver, you are not automatically exempt from other federal exci5e taxes. If you have any questions about excise, employment, or othel' federal taxes, please let. l.J~. know. Donors may deduct contributions to YOll as provided in section l70 of the Internal Revenue Code. Bequests, legacies, devises, transfers, or gifts to you 01' for your l.J5e are deductible for Federal estate and gift tax purposes if they moet the applicable provisions of sections 2055, 2106, and 2522 of the Code. DOl1or~> rnay deduct. contributions to you only to the extent that their con t t' i b LJ t. ion sat' e g i f t~" wit h no can sid e I' a t ion I' 0 C 0 i v e d . Tic k e t. p U I' C 11 a ~"~ e san d ~::;irniL)I' payment5 in conjunction with fundrai5ing events may not neces~3arily qualify as deductibln contributions, depending on tho ci,curnstallces. Revenue Ruling 67-246, publi5hed in Cumulative Bulletin 1967-2, on page 104, gives guidelines regarding when taxpayers may deduct payments for admission to, or othel' pal,ticipation il1, -Fundraising activities for chadty. Contributions to you are deductible by donors beginning Jdnuary 28, 1997. You at'e not required to file Form 990, Return of Organization Exempt From Incorne Tax, if your gross roceipt5 each year are normally $25,000 or less. If you roceive a Form 990 package in the mail, simply attach the label provided, chock t.he 1:.10)< in the heading to indicate that. yOUt' annLJal gross I'ecejpts at'S nOl(llally $25,000 or less, and sign the retu,n. If a l'etun1 is required, i t must be filed by the 15th da.y of th(~ fift.h Letter 1015 (DO/CG) PLANET AID INC • rllol1t:h arLet' the end of yOln annual accounting period. A penalty of $20 a day is charged when a t"etun) i"" filed late, unloss thet"e is I'eason.:~blp cause fOI' the deLw. However, t.he maximum penalty chat"ged cannot exceed $10,000 01" S pel cent of your gross receipts for the year, whichever is less. For organizations with gross receipts exceeding $1,000,000 in any year, the penalty is $100 per day per return, unless there is reasonable cause for the delay. The IIIZIXill1um penalty for an or"ganization with gross r"eceipts exceeding $1,000,000 shall not exceed $50,000. This penalty may also be charged if a t"otUt'f) is not complet.e. So, please be sure yOUt" retut"n is complete befol'e you file it" You d tOe no t requ i tOed to file fede r'al income tax re tu tOns un 1 es~o; you a t"O subject to the tax on unrelated business income under section 5Ll of the Code. I f you Zit' e sub j e c t to L his t a x, you mus t f i 1 e ani nco met a x rot u t" non F 0 I'm 990"T, Exenlpt Ot"ganizwlflpti,on, you should keep records to show that funds are spent only fot" those purposes. If you distribute funds to other organizations, your records should show whether they are exempt under section 501(c)(3). In cases where tho recipient organization is not exempt under section 501(c)(3), you must have evidence tllat the funds will remain dedicated to the required purposes and that t.he recipient will use t.he funds for those purposes. If you distribute funds to individuals, you should keep case histories showing the tBcipients' names, addresses, purposes of awards, mallner of select.ion, and relationship (if any) to members, officers, trustees or donors of funds t.o you, so tho. t you can subs tan tia te upon reques t by the I nt-e r IV'.] Revenue Service any and all distt"ibutions you made to individuals. (Revenue f{uling 56-304, C.B. 1956-2, page 306.) Letter 1045 (DO!CG) ---------------------------------------------------- . PLANET AID INC • --- ·-4·- If we said in the hoading of this letter that an addendum applies, addendum enclosed is an integral part of this letter. t.he Because this lett.or- could help us resolve any questions about your exempt statu3 and foundation statu3, you should keep it in your penni~nnnt. r-ecor-d3. We have sent a copy of this lettet" to your In your power- of atLot"ney. r-ept"esent.<:.~tivo as indi.catod If you have any (~uestions, please contact the per-son whose name and telephone number an:! shown in the heading of this lettet-. Sincerely yOUt"S, t#~/1i;/ Distr-ict Dir-ectorE n c: 1 0 ~~ U t" e ( s ) : Fo rill 872"-C Letter 1015 (DO/CG) R~~~t-\",\-~(J", ~; L'.....:: 3> Appl;-'"'tion for Recognition oi Exe,' 1t ~3 rU1I1I .... I Under St (Hev. IIpfil 19%) )11 501 (c)(3) of the Interna! Re\.. [JPP;H'IllCfll of 111(1 lIP;1o;!/ty II1\rIl1,11 Hf'IJI"IHJf' Sf'lvlcC! I~Cild tile illstrllctiolls for eilch Part ci:rr:fully. A User Fee ll1ust tJe attached to this aptllicatk'll. If tile required infor lIlatloll i1lld ilPIJfOIJl inte unCIHnellts are not submitted :liClI1f.] willi r: orm 87H) (witll 1'''YIllei : uf lIlc applopriilte lISCI fcc). ttle ilpplication may bc rclul lIeti to you. _ _ _ _ _ _ _ _ _ _ _Colllple.te theProccdural Checklist on page 7 of tlie instructions. _____ _ _ _ ____ Identification of I\pplicant 1a rull Ililille of OI~Flf1ililti(J1l PlalleL I\id, (;15 2 I Ilipluyer idcntificatillil III II III f'r (Elr,J) (:1 1l(1}le, se.e1)<1,)I(:.1 d tile il.tIUCt:OllS.) slluwII ill (JltFlili/inC) dUClllnellt) Illl:. [)'I 3 11.> cia Nillllc (if ilpl'licablc) I':s L l' r ~~:lIll'; to NL'l L nlJ> l)'~ . j)I,,l 1 illld klc!lllOIIC: 11UlliL) ': of I'(~rson contaUcd if <:ll',lltiUIlii. iliforilliltioll i'i Ilr'r~clcd 1c I\cltliess (Ill II lIllCI ilnd slIPI'I) (,(> ~lasSill:ltllseL L!, 1 I\Vl'llllf' 1d City or taWIl, stilte, and III' /\ d. i. 1l g t () II, CU(l(> () I L () 7 H/\ 7 Ulcck ilere if i1pplyillf] II u lJid tilt! OIU,lIll/,l!ioll IJI('vlIllI',ly ;'III'ly!t1l sectioll of tile CO( It.-,' 11~f.()(Jlli\IUll (II (~Xellll'tiulllllilici lin:, (:()(Ir: I !rjlllH ',(~cI!UII 1I11Clr,: seclion: 1111',lll(I) clll;lIl(k) 01 llll>lf:1 ;1I1Y ()til(~1 L{ !s .tf_~~~csc" altilC~I_a.!.1 cXJ:.I'1I1ill~~~_ Is tilc org;llliziltion reqllilcclto filc IOIIIl CJ Trust- c Ll I\ssocilltioll- Atlilcll ,1 copy uf tllC I\lticles (If I\ssociiltiOIl, COllstitutioll, 'Jr ()IIH~r clcating dOUlillCllt, willi, dccl;:1l :JtiUll (sce illstlllLliull:,) or OtilCI evidellcc tile Olg;llli711tion 'NilS formecl by nllopti(,rt of :! IC UOCtJlI1CIIt by l1101e t1t;1l1 011e PCISUI1; also illclllrlc il copy d lilc !lylllWS. I\llacll a copy of tile llust IlldclltUiC or I\greelllcnt, inclucJilllj illl :lppropriate si~jllaturcs :1nd ::.1IC5. If tile olY(ll1illltiOll is a COIpOlalioll ur (Ill ullillcmpOlatcd associlltioll11111t lias n(ll yct "doptcd bylavJ';, clJed IICIC I rlccl~,e limIer tile penni!ies· ~ulllOfiled to si\/" tilis application on hellillf of Ihe illlo..-e Ollflnizalioll and H:.lt illcludiny Hie (lecol1m,' 1[,( ules llncd c10LlI lng Oesci ibe the organization's fundr nising progr(l[ll. botll nctual and plnnned. shown above, clleck tile box and attach J detailed explanation . 0 Planet Aid, Inc. G(,1 Massachusetts Avenue Arlington, l\lA 01267 List of Exhibits for Form 1023 I. Articles of IllcorpmatiulI II. Bylaws 111. Respollse to Part II, Questioll I V. Response to Part II, Quest iOIl J V. Response to Part II, Questioll ,1 VI. Response to Part II, Questioll 6 V11. Response to Part II, Questioll lOa VIII. Form 2848, Power uf Attorney IX. Forlll 872-C, Request fur Hil Advallce Rulillg (two signed originals) QrJJe Qtomluonwealt!J cf mffsssscijusetts William Franc:", Ga1"~·in Secretary of the Cor:lfl1onwealth One Ashburton Place, Boston, r., :3ssachusctts 021 US-I5 12 ARTICLES OF ORGANIZATION (General Laws, ClaptC!" 180) ARTlCI..E 1 Thc exact ru>.ffiC of the corpor",tion is: Planet Aid, I{,(~. ARTICLE II TI1C purpose of the corporation is to en:;!:lge in the followin~: activities: The corporation is organized and will be operated exclusively for the charitable and educational purposes. The corporation has been cre3.ted to provide emergency and disaster relief to victims ofh'omger, war, natural di~~:ster <:.nd atomic w:i;idc;1ts and assisting to rebuild areas hit by these types of disast~rs and accidents: undertaking development projects in the third world, including, but not limited to Jchools, clinics, fanniilg"8od.industIy; eo~m3)he'"c:oDditions of life for the poorest of ~~otfd' s populations and conducting research into and develepment of system:: to p~omote~hcsc aims and preparing educatio:::m.1 materials about the :lrJOve mentioned cond!tions and .actio!1S. In pursuance ofthcr,e purposes it shall have the p:lwers to do all things . ',:,:'., .'.~AI~r;l~~~~~. ~ ~~.~co~~~~~P~.~t!t ~l~g liS tax exempt stat:..s. un~f~=4,i..<}n~:~-;'""'ralion arc as follows: President: RESIDENTIAL ADDKZSS NAME Ester Neitrup, 1117 Hancock Rd. fI I, Williamstown, MA 01267, Treasurer: Jo!\Cfin Jonsson, 1 \ \ 7 Hancock Rd. II 3, Williamstown, MA 0 \ 267 Clerk: POST OFFICE ADDRESS Trent Moehlman, 1117 Hancock Rd # 3, Williamstown, MI\ 01267 Directors: (or officers having the powers of directors) c. The. fiscal year of the corporation shall end on the last day of the month ~f:. ,,' '. -. Decemtcr _. • ,,< .',: •~ d. The: name and bUSiness address of the resident agent of the corporation, if any, is: I/We,the bdow signed incorpof'.1tor(s). do hereby certify under the pain;, and p~nalties of perjury that lIwe have not been convict~ ohny relating to alcohol or gaming within the past ten years. Trwe do herdffurther' cenify tt~tio best of my/our knowledge the above·named o1Iiccn; have not been simibrly convicted. If so convicted, explain. enmes 'the"" Note: If 4_ e.Ttsting corportJliofr u act1_g as 11fCOrpC'-:::: ,..,T, ty~ i,. tbe e xacJ liar;: " q/ the corporatiorc. a·,:' stale or otber· j:lrln!1cttorl wbnY II was t.corl'orGted, lbe ~ oflbe p.rsorr sigmng 01"" bdH~!I of stdd corporat.:m mid t~t! til1.2 IH/sbe 1. )td$ or OIbltrlC'tbor"1ty try wlrlcb nu:b GCI"IofIls ~ THE COMMONWEALTH OF MASSACHUSETf~ ARTICLES OF ORGANIZATION (General Laws, Chapter 180) I hereby certify that, upon examination of these Articles of Organization, duly submitted to me, it appeArS that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said anicles; and the filing fee in the amount of S 35- having been paid, saiJ articles are dc;emc;J to have been 2~ daVO~~V~Y 19 9 7 . /---.L/ filedwithmethis Ejjectil1e date: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ WllllAM FRANCIs GALVIN Secretar), oj the CommonweaUh •• ''''''''r,' . " :,:;~~,':~.~ , '(413)458-9466 Tdepb~: ______________________________--------___ . , ( ' . ; ,,', ' ••.•.<',,' BYLAV/S OF PLA.NET AID, In(~. As adopted January 27, 1()97 ARTICLE I N:UllC and Purposes Section 1.1. Name. The name of the organimtion is Plallet Aid. Inc Scctilln I.~. Purpose. The Corporation is organized fur thc purpose of providing cmergency and disaster relief to victims of hunger. war, natural disasters and atomic accidents and assisting to n~build areas liit hy these types of disasters and accidents; undertaking developn;ent projects in the third world. including. but not limited to schools, clinics, farming and inlluslrY: enhancing t:1(' conditioll.') life for the poorest oftht; world's populiltions and conducting research into anti development systems to promote these aims and preparing educational m;lteri,lIs about the ahove mentio!~cd conditions and actions. or or ARTICLE II Authority and Duti;.'s of Di;'ccto:':; Section 2. I. Authority or Directors. The Board or Dircctors is the policy-n;aking body and may cxcrl'i~;c all the pll\'.l'rs '1.1d autllurily granted to the Corporatiun by law. Section 2.2. Number. Sl'1ection and Tcnure. The board shall consist of a minimum of three (3) al:d no m~)re til,m five (5) directors. A director may serve for any number of three year terms, consecutive (lj" otherwise. Vacancies ('xistin~! by reason ofrcsignation, death, incapacity or removal before the e~:pir3.tion ofhis/hcr term shall be lilkd by a majority votc of the remaining directors. Directors will elect their Sl1'..:ces~;ors. Th\~ Board will seek to promote pluralism and diversity ;J.l11ong its menlbership. Board members shall not be compensated for serving on the Board, but may be reimbursed Cor actual expenses incurred on behalf of the corporation. Board members who also servc as employees orthe corporation may be compensated lor their servict: as employees. N\) more than one ( 1) paid stafr member shall serve as ~1 voting member or the 13')ard. A paid ~;tajlll1emhn serving on the Board shLtll not serve as t~le Chair or Treasu[C'I" of tlh: Board. - 1- Section 2.3. Resignation. Resignations are elTective upon receipt by the Clerk of the Corporation of written notification. Section 2.4. Meetings, Notice and Voting. The Board of Directors shall hold at least three (3) regular meetings per calendar year. Meetings shall be at such times and places as the Board shall determine. Meetings may be called by any t \\0 directors with telephone or written notice. A quorum shall consist of a majority of the total Ilumber of Board members in office. All decisions will be by majority vote of those present at a meeting at which a quorum is present. Section 2.5. Action Without a Meeting. AllY action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specilic action. Such consents shall have the same force and effect as a unanimolls vote of the Board or of the committee as the case may be. Section 2.(). ParticipatioIl in Meeting by Telecommunication. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such a meeting can communicate in real time with one another. Section 2.7. Committees. Committees of the Board. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons which, except for an E:..;eclltive committee, may include non-Board members. The board may make such provisions Illr appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business and activities of the Corporation. ARTICLE III Authority and Duty of Officers. Section 3.1. Officers. The officers of the Corporation shall be a President, a Clerk, a Treasurer, and such other officers as the Board of Directors may designate. Section 3.2. Appointment of Officers: Terms of Office Orticers shall serve three year terms. The President, the Clerk, and the Treasurer shall be appointed by the Board at its annual meeting in each year. The terms of office sh~lll expire at the annual meeting and shall be filled by the Board, at a meeting or by action in writing pursuant to Section 2.5, for a term expiring at the annual meeting. Officers shall be eligible for n:appointment. -2- Section 3.3. Rcsignation Resignations arc affective upon receipt by the Clerk or the Board or a written notification, Section 3.4. Removal. An anicer may be removed by the 80ard of Directors at a meeting. or by action in writing pursuant to Scetion 2.5. whcnevcr in thc Board's judgmcnt thc best interests of thc Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed. ARTICLE IV I ndcmnificn tion Lvery member of the Board of Directors, officer or employee of Planet Aid may be indemnified by the corporation against all.expenses and liabilities, including counscl fecs, reasonably incurred or imposcd upon such members ofthc Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which sile/hc may becomc involved by reason of her/his bcing or having been a member of the Board, ollieer or cmpluyee uf the corporation, or any scttlcmcnt thereof. unlcss adjudged thercin to be liable for negligcnee or misconduct in thc pcrformanec of her/his duties. Provided, however, that in the e"ent of a settlement the indemnification hcrein shall apply only when the Board ilpproves such settlemellt and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not cxclusive of all ath(:!" rights which such mcmber of the Board, officcr or employee is cntitled. ARTICLE V Financial AdmiilistratioH Section 5.1. Fiscal Year. The fiscal ycar of thc corporation shall be January 1 through December 31 but may be changed by resolution of thc 80ard of Directors. Section 5.2. Checks, Drans, Etc. All checks, orders for the paymcnt of money, bills of lading, warehouse reccipl:;, obligations, bills of cxehangc and insurance certificatcs shall be signcd or endorsed by such ofticer or ofiiccrs or agent or agcnts of thc Corporation and in such manncr as shall from timc to time be detcrmincd by rcsolution of the Board of Directors or of any committee to which such authority has been delegated by the Board. Section 5.3. Deposits and Accounts. All funJs of the Corporation, not otherwise cmployeJ, shall be dcpositeJ from time to timc in general or special accounts in such bnnks, trust companies, or other dcpositoric:·; ~~s the Boar,1 of - "j - Directors or any committee to which such authority has been delegated by the Board may select. or as may be selected by any officer or officers or agent or agents of the Corporation, to whom slIch power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any ofTicer or agent of the Corporation. Section 5.4. Annual Financial Statements. Complete financial statements prepared in conformity with generally accepted accounting principles (GAAP), accompanied by an audit report of an independent certified public accountant. shall be presented to and reviewed by the Board after the close of each fiscal year. l-'inancial statements shall include: (a) significant categories of contributions and othcr income; (b) expenses reported in categories corresponding to the description of major programs and activities contained in the corporation's annual report, solicitations and other informational materials; (c) a detailed schedule of expenses by natural classification (e.g. salaries, employee bcnciits, occupancy, postage, etc.), representing the natural expenses incurred for each m~jor program and supporting activity; (d) accurate presentation of all fund raising and administrative costs; (e) total costs and the basis for allocating any fund raising or other expenses associated with multi-purpose activities (e.g., fund raising combined with social advocacy or public education campaigns). ARTICLE VI Annual Reports An Annually updated written account of the corporation's purposes, structure, programs, and financial conditions shall be published and made publicly available. The annual report shall contain: a description orthe corporation's purpose(s); descriptions of its overall programs, activities and accomplishments; a statement of its eligibility to receive deductible contributions; in ttl!"ll1 at ion about the governing body and structure, including identification of officers, directors, and chid administrative personnel; and the audited financial statements or, at a minimum, a comprehensive financial summary that retlects all revenue, reports expenses by program, management and fundraising categories, and reports year end balance. ARTICLE VII Amendment of Bylaws These Bylaws may be amended by a majority vote of the Board of Directors, provided seven (7) day's prior notice is given of the proposed amendment or provided all members orthe Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 2.5. -4- --- ---~' Planet Aiu, Inc. Form 1023 Exhibit Ill: Narrative Statement Un cl\.g 1'0 lIml Decaues of warfare have causcd unlivable conuitions in certain areas of the worlu. As pcace finally settles on these nations, the survivors are left with the task of forging an existence on land that is often overpopulated anu over-harvested. Frequently even the meagcr structures they have huilt over the years have been uestroycd by war, leaving 110 schools, no hcalth facilities, and no source of fresh watcr. Aduing to the distress is that many families are left fractioned uue to war casualty. A pall of hopelessness sets ill as the lack of basic hygiene, hcalth care and nutrition affects each anu every member of the community. The task of rebuilding towns razed by catastrophc often falls on those least able to rebuild. tiut certain nOIl-goverllll1cntal organizations (NGOs) arc taking action to Illake thc rebuikling less of a Ilcrculean effort, and more of an achievable, though long-term, community project. The message they are sending is that with a lill1c assistance and instruction, and much hard work, communities can rebuild themselves and raise their standard of living. Successful projects will be those that help the community as a whole to improve their living conditions, through one or more of the following: tree planting, agriculture, environmcntal education, energy conservation, well digging, latl ine construction, c~Hlstruction of buildings, vaccination campaigns, anu instruction on basic hygienc anu health issues. Focusing on these areas, and the necessary education that goes \vith them will give the communities the skills tlley need to improve their own living conditions. Planet Aid, Illc. ["land Aidl i;; dedicated to funding programs in developing COllntries which alleviate hUIIl;1I1 sulfcring due tu i1;\tural and unnatural ,haskTs. It raise; IIlOIlCY in he United States to help fund pro-comillunity health and developlllent projects in llatiull', whirl: arc hard-hit by war, rami,C and atolllic accidents. Planet Aid is aLu dedicakd to pldilloti: '-~ education about the conditiolls raced by people in developing Il:ltiollS, specificlily in areas f ,I' suffering due to hunger, war, natural disa:.;ters and atumic acc:dent~. Actiyities Planct Aid's ovcraiching goals arc improving thc conditions of life for tile \wrld's poorcst popUlations, and educatillg the American public. Planet Aid does not plan to provi, Ie elllergency aid, as other \VOIld organizations arc bctter suited (0 that type of aid (although situation:> could arise whcre Plallet Aid \vould become involwd in s:lch projects). IllStcad, Planct Aid is interested in projects that help communities cst;'!,lish long-term \'i'llJilit:, by promoting sustainahility, education, alltlll~alth and hygicnc. Planct Aid is dcvoted to identifying cffcctivc forcign prograllls in devcluping count: :.~s that would bcnefit from othcr sponsors, amI helping thcm tea(., as explaincd in L,:hilJit III, thc narrative :;tatcmcnt. It will also make grallts to othcr fureign NGOs which arc charit:lbk ,1I1d educatiollal. Planet Aid; lllc. Form 1023 Exhibit VII I, Ester Nc1trup, certify that I am PresiJellt of Planet Aid, Inc. and the attachcd is a Clirrent, compl~te and conect copy of i~,s lease agrcement, which was entered on 2::>l>:-,!!J-:'L and Will elld Ollp-Vl. elC. 324 Y CII. YWCII. YMHII. elc. 002 IIssrx;lalion or convenUOnt o)(chnnge with foreign country Gcn~alo,!ical 20) n. . UlJI.lllflg tHlsill~SS 201 Proltlntioll of fair bUSiness pr.1ctlces 20') rrof"'s".iOll~1 ac;SOf:lallOn 20G ProfrS510rl;l1 Cls'}ociallOfI .1l1XlIi'HY 2'll Illdustry triHI~ ,>hr)wc; :flR 2U9 210 211 212 213 229 Conservation, Environmental, and Beautification IIctivitios 350 Preservation of natulillrco;oUlccS (conservalion) 351 Comballllg or prevenlilHJ IXlllulion COflvrlllioll diC;rla~s (all. water. etc.) Toslin2 pnxillcls or puIJlic safety (us~ q )',1 352 Land acquisillon for pI ~servatioll Research. (1p.veloprn~nt. and testing 353 5011 or water conservation 354 Preservnljon of scenIC h~alJty P,ofes"oml athlotic lear,"e Lltlgalion (sec litigation and Legal IIhr,cllllg npw in<1l1slry usc 403) /lId IIctivlties) Pllbilsiling aCllvilie~ (usc 120) Inslll allCI! or olher bencfits for Combat community dC!erioration mernbels (sco. Ern Pl0 ce or (usc 402) 355 Wildlife sanctuary or Icfuge M~l11bcrsllip 130ncfit r\Jarllzations) 356 Garden club Underwlitlng municipal insurance 379 OUler conservation. environmental. IIssi9"1'd risk insural1ce activities or beautification activities TOllnst iJur call Olh~r busino.ss or professional gloup Housing /lctivitios 6 Code 520 Pncifisrn nnd ppaco 521 [conomic·polltlcal syslCm of U.S. 522 Af1(j·comnlullism 523 Right to wOlk 524 lOllIng Of rezoning 525 Locatloo of Illyllway or Ir ansponatlon syslem 526 Rights of criminal defendallts 527 528 ~~~~~~ ra~ll!~~~~~l~m~flt 529 Ecology or cOllselvallon 530 Protection of consumer Illlerests 531 Medlcnl cme sNvice 532 Welfale system 533 Urban rellewal 534 Busing stud~nts to .1chicve r(leial balance 535 Racial int~gratlon 535 Usc of illtoxicating beve"ge~ 537 Usc of drugs or narcotics 530 Use 01 tobacco 539 Prohibition of erotica 540 Sex cducntion in public 5CI,oois 541 Population control 542 Birth control methods 543 Legalized abortion 559 Other matters Other /lctivities Directed to Individuals 5GO Supplying money. goods. or services to tile poor 561 Girts Of grmllS 10 Individuals (olher 0-15 StlJdont opemted businc"iS Nurslnq or convalescC'nt homa U,"" schotalshlps) ril1allcial support of schools. colleges. 233 Iioitictrttur111 bookstnr/! (u,e 91S1 390 IllstrlJctlon and gu.ldallce on 11OU51rlq 235 rh1;'lflC1I12 ClOp op .... ratlOfl.:; Studel11 loans (uso O~ 1I Slll(Jent travel (u~o 2991 399 Other Ilousing act/vI lies . 562 Other loans to individuals H II. rt I . 4·11 club. elC. (usc 322) Scio.nlific resoArcll (SCI! Sclentlnc rail (II'~ 05~J) 553 Maniago counseling Inner City or Community IIctivities Ro~.cnrcll AcllvlUes) 236 Dauy tH"IU il1lprovC!mcnt association 5G4 FamIly plnnnln?, 400 IIrea development. redevelopment. 046 rolvate scllool 231 Or('~dr:!r') ac;<)ocil'fion 565 Credit counselng and assl5t"nCe or renewal 059 Oll'or scllool relatod aclivillos 2~9 Otller farming and lelaled actiVIties 556 Job lIalnlng. counseling. or assIstance Housing (see Housing IIctivities) Cultural. liistorical or Other Educational 5G7 Drart counseling Mutual Organizations 401 lIomeowners association Activilie5 5GO Voc:ltJonal counseling 402 Other aCUvity aimed al combating 250 Mutual £1itr:11. irrigntlon. telephonr.. 5G9 Refmral sorvice (social agonclrs) 060 MUSp.ull1. zoo. planeUlrlull1. etc. commulHty deterioration electllc company, or like organizauon 572 Rl'h.1biUlating convicts or ex-convicts OG1 Lltlra,), 403 IIttracting new industry or relaining 573 RehabIlitating alcollolics. drug 062 lIisloncal site, records. or reenaClmcn 251 Cledil union indllstry In an area 252 Res~lvo funrJ, or Insllrance for 053 Monumellt abus~rs, compulsive g"",blers. etc. 404 Community promotion dOll1esllc building and loan 064 CommemoraUve event (centennial. 574 Day car~ center Community recreational facility associ;'liOll. cooperative bank. leSllval. pagean!. otc.) 575 SC'ry;c(t~ for the n9')0 (<;co ociatioll 904 Government Instrumentality or 431 Elimination of prejudice and leclures. elC. 265 SICk. accident. de at/I. or similar agency (see also 25·1) discrimination (race. religIon, 124 Sludy and research (nonsclenUnc) benefits 905 Testing products for public safety Sex. national origin. etc.) 125 Giving Inform3tlon or opinion 2GG SlIike benefits 906 Coo~umcr Intcrc!;t group 432 Lessen nelgilboll100d lensions (sec also IIdvocacy) 2Gl Un~mp'oyrncllt bcn~rits 901 Veterans aLUvitlQ~ 449 OUler ciVIl ngllts actiVIties 12G IIpprentlce trainln21 2G8 Pellsion or lelirClIlent benefits 900 PatrioUc activities ToavQI toulS (use 99) 269 VncalJol1 bcnr.fit5 litigation and Legal lIid Activitios 909 ~917(al(l) trust 149 Oliler insuucUon and lIaining 27~ Olfler sC'rvicc$ or bcncnlS to 910 DOIoosUc orgal1lzntl~n wilh activill~s 460 Public Interest litigation ~cUville5 memtJels or (>lIlploy~os lIoalUl Services and Relatad Activities outside U.S. 461 OIlier IIt~allon or SUppOlt of Iitlgatiol1 Sports, IIthlotic, Recreational, and 462 Legal ai to Indigents 911 Foreign or~~I1IZ~tlOI1 150 Ilosrltal Social /lctivities 463 Providing bail 912 Titla Ilold~ 9 cOlpOlalilln 151 Ilospilal auxiliary 913 Prevention of cruelty 10 onimnls 152 NIH sing or convale~co.nt hOllIo 200 COUIllly rilio Legislative and Political IIctivities 914 Adlievem-:nt pllzes or a'/lards 153 Calc and t,ollsing for UI(! agod 201 IIOI)\)y cillb 400 915 ErccUorl or lIlalntonancl) of public Propose. SUPPCII. Of oppose l~qisl.1tiol1 (5(>0 also 382) Dilinel club l02 481 Voter information on is')uc'i or bllJlding Of WOlks 15·1 H~alth cUnlc 203 Vnll~ly cluh candidates 916 Cafctclla. rest,1uran\. snock bar. 155 P,II"ll11edl<:al facility 204 Dol.) cilill 402 VOler education (Illechal"cs of l!ju Olood bank Wonl!~rl''i club 2tJS . fQ2